Hooper removes her mask to reveal her true identity - the Baroness. She runs away from the Joes, who are forced out of the silo by Cobra's superior firepower, and are then locked out. Scarlett suggests using the gantry elevators to lift the silo walls so that the Joes can get back inside. Her plan works and Major Bludd, The Baroness and the dozens of Cobra troops are quickly defeated. But as Destro transports them away, Duke rushes forward and is caught in the beam out of the Cobra personnel and the satellite.

Transported to the Cobra Fortress, Duke is subdued and taken to the slave pens. While the satellite is launched, Breaker explains to the Joes that the MASS technology was developed by Dr. Vandermeer. In Paris, a Cobra agent places a beacon on the Eiffel Tower and soon Cobra Commander and Destro are on every TV and radio station in the world demanding the surrender of all nations in 24 hours after beaming out the tower.

Duke awakens in the slave pens, where people work mindlessly due to metal headband that controls their thoughts. The Baroness arrives with two powerful slaves and Duke is taken away to the Arena of Sport.

The Joes visit the New England area and land the Dragonfly helicopters on the lawn of Dr. Vandermeer, the inventor and foremost expert of MASS. However, the Dr. Vandermeer the Joes meet is really Major Bludd and the surprise attack by Cobra begins. The Joe counterattack begins with air cover by Dragonflies and soon the Cobras are retreating. The real Dr. Vandermeer is untied from a tree and walks toward the rest of the Joes with the help of Steeler and Breaker. He explains that Cobra has picked his brain for the MASS device secrets and that the only weapon powerful enough to fight Cobra's MASS device is another one.

Under a slave girl's watchful eye, Duke is brought into the Arena of Sport. He suffers the taunts of Cobra Commander but replies that his only interest is kicking in the Cobra Commander's fangs. As Duke begins to climbs on a Cobra banner placed on a wall, Destro activates Duke's neural slave headband and the Joe falls to the ground and unwillingly bows to Cobra Commander and Destro. And the brutal gladiator games begin.